INDUSTRIAL DEVELOPMENT AUTHORITY

OF PITTSYLVANIA COUNTY, VIRGINIA

Pittsylvania County Board ofSupervisors ' Conference Room1 Center Street, Chatham, Virginia 24531

IDA BOARD MEETING PACKET

REGULAR MEETING

TUESDAY, APRIL 14, 2015

6: 00 P.M.

Eddie L. Hite, Jr., Chairman

Stanley Simpson, Secretary/Treas.

Charlie Mahan, Vice-Chairman

Ron McMahon

Randy AndersonRonnie Haymore

Joey Faucette

INDUSTRIAL DEVELOPMENT AUTHORITY

OF PITTSYLVANIA COUNTY, VIRGINIA

MEETING

TLJESDAY, APRIL 14, 2015

6: 00 P.M.

Pittsylvania County Board of Supervisors' Conference Room

1 Center Street, Chatham, Virginia 24531

AGENDA

I. Call to Order

II. Roll Call

III. Approval of Agenda — page I

IV. Approval ofMeeting Minutes ( March 10, 201 S) — pages 2-S

V. Review of Financial Statements ( as ofApril 10, 201 S)

A. Regular Checking — pages 6-8

B. A or Debt Reserve — pages 9-10C. BB& T Loan — pages 11- 13

VI. Unfinished Business — pages 14-20

A. Approval of Refinance American National Bank Commitment Letter — Chairman' s Signature

VII. New Business — pages 21-25

A. Ratify - Harris, Harvey, Neal & Co., LLP Administration Fee AuthorizationLetter

B. Authorization of Payment to Harris, Harvey, Neal & Co., LLP for AuditServices

VIII. Updates by Gregory L. Sides, Assistant County AdministratorIX. Matters from the Board

X. Closed Session

Authority: § 2. 2- 3711( A)(3) of the Code of Virginia, 1950, as amended

Subject: Ringgold East Industrial Pazk

Purpose: Discussion or consideration of acquisition of real property for apublic purpose where discussion in an open meeting wouldadversely affect the bargaining position or negotiating strategy ofthe public body.

XI. Adjourn

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RAFT

INDUSTRIAL DEVELOPMENT AUTHORITY

OF PITTSYLVANIA COUNTY, VIRGINIA

Pittsylvania County Board of Supervisors' Conference Room1 Center Street

Pittsylvania County Industrial Development Authority6: 00 P.M.

Minutes

March 10, 2015

IDA Members Present

Eddie L. Hite, Jr., Chairman

Charlie Mahan, Vice-Chairman

Stanley Simpson, Secretary/ Treas. Randy AndersonRon McMahon

Ronnie Haymore

Dr. Joey Faucette

Staff Present

J. Vaden Hunt, Esq. ( County Attorney/ IDA Attorney), Gregory L. Sides, ( Assistant CountyAdministrator/Planning), and Brenda O. Robertson (Legal Secretary/ IDA Clerk).

Call to Order

The meeting of the Industrial Development Authority of Pittsylvania County, Virginia ( the " IDA"), was called to order by Mr. Hite- Chairman at 6: 00 P.M. in the Pittsylvania County Board ofSupervisors' Conference Room, 1 Center Street, Chatham, Virginia, 24531.

Roll Call

IDA roll call by Ms. Robertson ( IDA Clerk). All IDA members present.

Auproval of A enda

Motion was made by Mr. Haymore, seconded byMotion carried unanimously by IDA members.

Mr. Anderson, to approve the meeting' s Agenda.

Aaaroval of the Minutes

Motion was made by Mr. Mahan, seconded by Mr. Anderson, to approve the January 13, 2015, Meeting Minutes. Motion carried unanimously by IDA members. There were no minutes for

February; meeting was cancelled.

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IDA Minutes

Page 2

Financial ReportsThe IDA Checking Account balance as of February 6, 2015, was $ 140, 252.47. The IDA CheckingAccount Balance as of March 6, 2015 was $ 139, 653. 32. The Axxor Debt Reserve Account balance asof February 6, 2015, was $ 223, 694. 58, and the Axxor Debt Reserve Account balance as of March 6, 2015, was $ 229,389.49. BB& T Loan Account balance as of February 6, 2015, was $ 1, 685, 537.67. BB& T Loan Account balance as of March 6, 2015, was $ 1, 679,231. 26. The CD Account balance asof February 6, 2015, and March 6, 2015, is $ 193, 824. 87. Motion was made by Dr. Faucette, secondedby Mr. McMahon, to approve the financial reports for both months. Motion carried unanimously byIDA Members.

Closed Session

Motion by Mr. Haymore, seconded by Dr. Faucette to enter into Closed Session for the following: Consultation with legal counsel pertaining to actual or probable litigation, where such consultationor briefing in open meeting would adversely aff'ect the negotiating or litigating posture of the publicbody; and consultation with legal counsel employed or retained by a public body regarding specificlegal matters requiring the provision oflegal advice by such counsel. Authority:

Subject:

Purpose:

2.2- 3711( A)(7) of the Code of Virginia, 1950, as amended

Intertape Loan Refinancing

Consultation with and Provision of Legal Advice by Legal Counsel RegardingCommitment Letter and Financing Collateral Documents

Motion was made by Dr. Faucette, seconded by Mr. Haymore, to re- enter into Open Session.

PITTSYLVANIA COUNTY INDUSTRIAL DEVELOPMENT AUTHORITYCERTIFY CLOSED MEETING

BE IT RESOLVED that at the Meeting of the Pittsylvania County IndustrialDevelopment Authority on March 10, 2015, the Board hereby certifies by a recorded vote that tothe best of each Board member' s knowledge only public business matters lawfully exempted fromthe open meeting requirements of the Virginia Freedom of Information Act and identified in the

motion authorizing the closed meeting were heard, discussed or considered in the closed meeting. If any member believes that there was a departure from the requirements of the Code, he shall sostate prior to the vote indicating the substance of the departure. The statement shall be recordedin the minutes of the Board.

Eddie L. Hite, Jr., Chairman

Charlie Mahan, Vice- Chairman

Stanley Simpson, Secretary/ Treas. Randy AndersonRon McMahon

Ronnie Haymore

Dr. Joey Faucette

Vote

Yes

Yes

Yes

Yes

Yes

Yes

Yes

The IDA Board members returned to Open Session at 6: 35 p.m.

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Mazch 10, 2015

IDA Minutes

Page 3

Unfinished Business

Ratifv Extension Fee of $300 navable to VCC

Motion was made by Dr. Faucette, seconded by Mr. Anderson, to ratify the extension fee payment of300, to Virginia Community Capital to allow the IDA, more time to pay the total loan amount due.

The extension date is June 1, 2015. Motion carried unanimously by IDA Members.

New Business

AFID Grant Renavment — Dan River Plants. LLC

Dan River Plants, LLC, has suspended its business operation at the Ringgold East Industrial Park

location. Dan River Plants, LLC, failed to meet the requirement in their Performance Agreement. An

AFID grant in the amount of $150,000, to assist with their new facility, was paid to the Locality, andthey disbursed to the IDA, the IDA disbursed the funds to the Company. By defaulting thePerformance Agreement, Dan River Plants, LLC is now required to repay the entire AFID Grant tothe Authority. The repayment of the AFID Grant was received by the County. Motion was made byDr. Faucett, seconded by Mr. Haymore, to authorize the County to accept the repayment check in theamount of $150,000, to repay the AFID Grant by March 23, 2015.

CD Maturitv

The IDA Certificate of Deposit (" CD") will mature on March 31, 2015. The IDA members desires to

transfer the CD plus interest, into their Checking Account. Motion was made by Mr. Simpson, seconded by Mr. Haymore to authorize the chairman to transfer the CD funds to the CheckingAccount. Motion carried unanimously by IDA Members.

Stipend for Members and Clerk

The reimbursement request to County has been granted. The IDA received a check in the amount of5200, for July 2014 to February 2015. The IDA Chairman authorized the Clerk to request for future

reimbursement, every six (6) months.

Updates

Gregorv L. Sides (Assistant Countv Administrator/Planning & Development)

Mr. Sides gave updates on ongoing projects.

With there being no further business, motion was made by Mr. Haymore, seconded by Mr. McMahon, to adjourn meeting. Chairman, Mr. Hite, adjourned meeting at 7:00 P.M.

Respectfully Submitted, Approved:

W. Stanley Simpson IDA, Secretary Eddie L. Hite, Jr., IDA, Chairman

PS

ec ln ccountAs of

April 10, 2015)

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A count Details

Small Business Online Banking

Account Details

Checking 6030 / $ 337,792.42

As of Apr 10,2015

Available Balance

Posted Balance

Interest Paid (YTD)

Interest Rate

Routing Number

Account Number

337,792. 42

337, 792.42

2. 80

0.010%

4260 show

6030 show

Manaqe Mv Alerts

Buv QuickBooks

Efficient for you—convenient for them. Direct Deposit >

Transaction Details

Date Type Check # Description

04/ 02/ 2015 Credit

04/ 01/ 2015 Credit

03/ 31/ 2015 I nterest

03/ 31/ 2015 Check 1582

03/ 30/ 2015 Check 1583

COUNTER DEPOSITView

EDI PYMNTS In- tertape Polyme00061NDUSTRIALDEV.A ACH CREDIT

INTEREST PAY- MENT

TELLER CASHEDCHECK # 1582 View

CHECK # 1583 View

Page 1 of 2 :

Debit - Credit + Dail Postedalancel

194,238. 17 $ 337,792.42

45,859.24 $ 143, 554.25

0. 96

150. 00 S rn ps r,

150. 00 i`(1 i,InG. r

97, 695.01

97,844.05

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Account Deta.ils

Date Tvpe

03/ 25/ 2015 Check

03/ 23/ 2015 Check

103/ 23/ 2015 Deposit

03/ 12/ 2015 Check

03/ 11/ 2015 Check

03/ il/2015 Check

03/ 11/ 2015 Check

03/ 11/ 2015 Check

03/ li/2015 Check

Check # Description

1578 1 CHECK # 1578 View

1579 CHECK #1579 View

DEPOSIT View

1586

1587

1585

1584

1581

1580

CHECK # 1586 View

CHECK #1587 View

CHECK #1585 View

CHECK #1584 View

CHECK # 1581 View

CHECK # 1580 View

Debit - Credit +

10, 015. 13 CC

35, 844. 14 N 3j

5,200.00

150. 00 q, r

100.00 A rso

150.00 n,

150. 00 m( i aho

150.00 {.'-,

300. 00 3c c..

Page 2 of 2 :

Daily PostedBalancel

97, 994.05

108, 009. 18

138, 653.32

138, 803. 32

Your Pendina Transactions and Available Balance will be adjusted during our nightly processing cyGe as activity is posted to your account.

Transactions are paid from your Available Balance at the time of posting consistent with payment guidelines in your Bank Service Aareement.

Daily Posted Balance: The posted balance after nightly processing is completed. Please note that transactions are paid from your Available Balanceconsistent with our payment guidelines, and that the Available Balance may be different than your Daily Posted Balance. Important: The Daily PostedBalance does not refled all pending transactions and fees and should not be used to determine how overdraft fees were assessed.

Online Banking Support: 888- BBT- ONLINE ( 888- 228-6654) Credit Cards: 800-476-4228

Customer Service Contact Us Privacy and Security Disclosures

O 2015, Branch Banking and Trust Company. Member FDIC. All Rights Reserved.

https:l/smallbusinessonline.bbt. com/olbsys/bbtolbexPgbankcards/ manageDetails?0. 1090827... 4/ 10/ 2015

et eserve ccountAs of

April 10, 2015)

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A count Details

Small Business Online Banking

Account Details

Checking 7017 / $ 235,084.63

As of Apr 10,2015

Available Balance

Posted Balance

Interest Paid ( YTD)

Interest Rate

Routing Number

Account Number

235,084.63

235,084.63

N/ A

N/ A

4260 show

7017 show

Manaqe Mv Alerts

Buv QuickBooks

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Sta rted >

Transaction Details

Date Type Check # Description

04/ 06/ 2015 Credit

03/ 31/ 2015 Interest

03/ 23/ 2015 Check 138

BUS DISB AXXOR N ALLC INDUSTRIAL DEVAUTH ACH CREDIT

INTEREST PAYMENT

CHECK # 138 View

Debit - Credit +

14, 306. 76

20,000.00

1. 90

Daily PostedBalancel

235,084.63

215, 084.63

215,082.73

Your Pendina Transactions and Available Balance will be adjusted during our nightly processing cycle as activity is posted to your account.

Transactions are paid from your Availabte Balance at the time of posting consistent with payment guidelines in your Bank Service Aareement.

Daily Posted Balance: The posted balance after nightly processing is completed. Please note that transactions are paid from your Available Balanceconsistent with our payment guidelines, and that the Available Balance may be different than your Daily Posted Balance. Important: The Daily PostedBalance does not reflect all pending transactions and fees and should not be used to determine how overdraft fees were assessed.

https:// smallbusinessonline.bbt.com/olbsys/ bbtolbePtioccntHist/acctDetails?action=manag... 4/ 10/ 2015

oanAs of

April 10, 2015)

P11

Ac ouni Details Page 1 of 1

Small Business Online Banking

Accou nt Deta i ls

Note 00001 / $ 1, 673, 171. 36

As of Apr 10,2015

Batance

Original Balance

1, 673, 171. 36

2,000,000.00

L

Primary Account:

Business Loan Account°

Time is running out. Have you done your taxes? GetTurboTax'%

Sta rted >

Online Banking Support: 888- BBT- ONLINE (888-228-6654) Credit Cards: 800-476-4228

Customer Service Contact Us Privacy and Security Disclosures

O 2015, Branch Banking and Trust Company. Member FDIC. All Rights Reserved.

https:// smallbusinessonline.bbt. com/olbsys/bbtolbextlbankcards/manageDetails?0. 6744463 ... 4/ 10/ 2015P12

Y

Business Loan Statement

5042 209 1670 494- 01 - 01 - 00

INDUSTRIAL DEV AUTH OF PITTSYLVANIA COUN21 N MAIN ST

CHATHAM VA 24531- 3113

Statement Date: 03/ 13/ 2015

Loan SummaryAccount Number ....................................................

Current Loan Amount ....................................................$1, 679,231. 26

Current Principal Balance ................................................$ 1, 679,231. 26

InterestRate ............................................................................5. 89700%

Daily Interest Charge ............................................................$ 275.0674

InterestPaid YTD .................................................................$16,581. 69 ,.

Maturity Date .......................................................................09/ 30/2017

Billing SummaryPayment Due Date .......................................................... 03/30/2015

Current Principal Due ............................................................$6,059. 90

Current Interest Due .............................................................$8.246.86

Current Late Fees Due ..................................................................$ 0.00

Current Other Fees Due ..............................................................$0.00

Past Due Date .....................................................................00/00/ 0000

PastDue Amount ....................................................................................$0.00

Total Amount Due ...............................................................$14.306. 76

Transaction HistoryDate Description

CURRENT RATE

02/ 23/ 15 PAYMENT

Principal

6, 306. 41

If your payment is not received within 10 days of the payment due date

shown, a late fee will be assessed.

For over 135 years, through good times and turbulent times, through depressions

and recessions, BB&T has remained a solid, consistent guiding light for our dients. Despite the very challenging economic environment, BBBT's financial performance

remains strong. We have avoided the major problems being experienced by manyof our competitors by making sound investments and decisions that are in your

best interest. So no matter what your next financial need may be, you can takecomfort in knowing that B68 T is where it has always been, right by your side. Stop by your local financial center, visit BBT.com, or call 1- 800-BANK-BBT, toexperience the BB&T difference.

Lender

Interest Fees

8, 000. 35

Member FDIC

Interest Rate Principal Balance

5. 897

1, 679, 231. 26

4NDefarh hae and maAwifh yovrpayment in fhe enclosed emebpe. Make cherk payaWe 10 BBdT. Be sure to inrJuderaurben accounf num6eron fhe check AHow 7 dats tapostal deli..er. ' :..................................................

PAYMENT VOUCHERCustomer Note TC Statement Date Pa ment Due D

00001 84 03/13/2015 03/ 30/ 2015

302953245145800001500000014306760507

o Check here ifyou prefer to have your payment drafted. INDUSTRIAL DEV AUTH OF PITTSYLVANIA

Total Amount Due: $ 14, 306.76

Amount EnGosed $

BB& T ITEM PROCESSING CENTER \

PO BOX 580050

CHARLOTTE N C 28258-0050

I Il l lii l l lll ill l iilll l l lill

0000 i' : 5 260 2 2 2 29: 953 245 i458 i' 84

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Approval ofRefinanceAmerican National Bank Commitment Letter

Chairman 's Signature

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1

A.MERICAN NATIONALotrrRelcrtionslri B r rk

March 10, 2015

Mr. Eddie L. Hite, Jr., Chairman

Industrial Development Authority of Pittsylvania County, VAP. O. Box 426

Chatham, VA 24531

Re: Term Loan Commitment

Dear Mr. Hite:

P.O. Box 19i • 628 Main Street

Danville, Virginia 24543- 0191

American National Bank and Trust Company {hereafter the " Bank"), is pleased to offer theIndustrial Development Authority of Pittsylvania, County, VA (the " Borrower") a term loan in anamount not to exceed the options outlined below, (hereafter, the " loan") subject to the followingterms and conditions:

BORROWER:

Industrial Developinent Authority of Pittsylvania County, VA

PURPOSE:

Refinance existing second lien held by Virginia Community Capital.

AMOUNT OF LOAN:

OPTION ONE:

Increase existing Bank loan by up to an additional $ 1, 000,000.00, with the total loan amount notto exceed $ 4,400,000.00.

OPTION TWO:

Refinance existing second lien held by Virginia Community Capital by establishing a new Loannot to exceed $ 1, 000,000.00 and leaving tl e existing first lietl in place.

INTEREST RATE:

Interest shall accrue at a fixed rate of 3. 95%. Interest shall accrue on the basis of a 360 day yearas applied to actual days. T'he rate shall apply to both loans regardless of which option above ischosen. The rate shall be 3. 95% fixed for 84 months for the toal amount financed.

CONIMITMENT FEE:

2, 500.00

American National Bank and Trust CompanyPhone 434. 792.5111 • Fax 434. 773.2207 • www.amnb.com

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REPAYMENT TERMS:

Principal and interest payments shall be due monthly based on up to a one hundred and eighty180) month arnortization with a full maturity at eighty-four (84) months. The lease term shall

equal or exceed the maturity term of the Loan.

PREPAYMENT PENALTY:

The prepayment penalty is calculated based on principal balance prepaid by refinancing withanother financial institution. The prepayment penalty is as follows: 2% during years one to twoand 1% during year' s three to four.

GUARANTORS:

Pittsylvania County, VA shall provide a resolution assigning the existing Limited MoralObligation Agreement in the amount of $898,000.00, in form and substance acceptable to the

Bank, in support of the repayment of the Loan plus any accrued interest thereon.

COLLATERAL:

The Loan shall be secured by a first priority lien interest on the IDA of Pittsylvania Countyowned building leased to Intertape located at Ringgold Industrial Park. The Borrower shall, byinstrument in form and substance acceptable to the Bank, assign unto the Bank, as additional

security for the Loan, all leases now or hereafter Existing on the Secured Property describedabove, and all rents, issues and profits derived therefrom.

CLOSING COSTS AND EXPENSES:

The Bonower, Guarantor, and/or Intertape shall pay all costs and expenses incurred by the Bankin connection with the Bank's review, due diligence and closing of the Loan, including anyappraisal and attorneys' fees incurred by the Bank in connection with the negotiation andpreparation of the loan documentation, the costs ofany environxnental investigation and audit, appraisal, recording costs and any other costs or closing expenses normal for this type oftransaction, whether or not the Lotin achially closes. Any and all closing costs relative to thisLoan including any extension fees or costs sha11 be added to the loan balance and fnanced intothis transaction,

TITLE INSURANCE AND APPRAISAL:

The Loan is subject to Bank obtaining title insurance containing no title exceptions except thosesarisfactory to the Bank, insuring the Bank' s Credit Line Deerl of Trust against the Property andthe Bank determining that the market value of the Property will equal or exceed $ 5, 866,667.00. Market value will be based on ( a) an appraisal in form and substance satisfactory to the Bankwhich satisfies all of the applicable re ulations adopted by the Board of Governors of the FederalReserve System, the Federal Deposit Insurance Corporation and the Office of the Comptroller af

the G rrency; and ( b) an internal review by the Bank of the data, assumptions and conclusionsfound in the appraisal.

ENVIRONMENTAL AUDTT:

The Ioan is further subject to the Ba lc receiving an acceptable environmental report on theproperty. Depending on the type of property, this may be as sunple as completion of a property

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history questionnaire and a search of public information databases. Please complete and returnthe attached Owners' Site Quesrionnaire. In order to minimize your costs, the Bank will analyzeyour completed Questionnaire and other available information of record to determine if furtherenvironmental due diligence is needed. There will be a$ 100.00 charge to you for the recordssearch repart on each property. If at the sole discretion of the Bank, further environmentalinvestigation or inspection is required, you will be so advised. Upon your authorization and atyour expense, an acceptable report will be obtained from a qualified consultant acceptable to theBank with respect to an investigation and audit of the Property, the scope of which will bedefined by the Bank, demonstrating that the property is environmentally acceptable to the Bank.

HAZARD INSUR.ANCE:

With respect to the real estate collateral herein, evidence satisfactory to the Bank of fire andcasualty insurance in an amount not Iess than the full amount of the Loan (and flood insurance, ifappiicable) narning the Bank as a loss-payee thereunder with regard to such real estate.

With respect to the personal property or other collateral described herein referred to above, theBank shall have received ( i) casualty insurance policies on tangible personal properry naming theBank as a loss payee thereunder, and ( ii) evidence satisfactory to the Bank as to the validity, enforceability and priority of the Bank's security interest therein, subject only to any prior liens asmay be acceptable to the Bank in its sole discretion.

CONDITIONS TO FII2ST ADVANCE:

Prior to the making by the Bank of the first advance to the Bonower, the following conditionsprecedent shall have occurred:

The Bank shall have received, duly executed, all promissory notes, loan agreements, securityagreements, financing state nents, assignments, agreements, corporate resolutions, insurances andother documents and instruments necessary or advisable in connection with the loan, all of whichshall be in fonn and substance satisfactory to the Bank and its counsel.

All Deeds ofTrust, notices and other documents and instruments, deemed by the Bank and itscounsel, to be neeessary or advisable in connection with the collateral described herein shall havebeen recorded or filed in all necessary places and sent to ail necessary persons, as the case maybe.

With respect to the real estate collateral herein, the Bank shall have received ( i} evidencesatisfactory to the Bank of a casualty insurance and a flood insurance policy, if applicable, naming the Bank as a inortgagee loss-payee thereunder with regard to such real estate, and { ii) amortgagee title insurance policy issued by a ritle insurance company acceptable to the Bankinsuring the vaiidity, enforceability and priority of the Bank' s deed of trust on such real estate, subject only to prior liens referred to in this commitment and sucll other exception to title as maybe acceptable to the Bank, in its sole discretion.

The Bank shall have received the written opinion of Bank counsel as to the validity andenforceability of the loan documents and such other matters as the Bank inay reasonably require.

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The bank shall have also received such financial or other informafiion as it may reasonablyrequire.

REPORTING REQUIREMENTS:

So long as the Borrower and Guarantor are indebted to the Bank, the Borrower and Guarantorshall submit to the Bank the following:

Annually, within one hundred twenty (120) days following the end of the Borrower's andGuarantor' s fiscal year, the Bank shall have received financial statements ofboth the Borrower

and Guarantor as reasonably acceptable to the Bank, preparad in accordance with generallyaccepted accounting principles, uniformly and consistently applied, on an Audited basis by anindependent public accountant acceptable to the Bank, including, a balance sheet, incomestatement, changes in cash position and reconciliation of net worth with the inclusion of allnormal and reasonable financial notes.

In addition, for so long as tlie Borrower and Guarantor are indebted to the Bank, the Borrower orGuarantor shall provide the Bank, on a quarterly basis, within forty- five (45) day following theend of each calendar quarter, financial statements of Intertape, including a balance sheet andincome statement.

REPRESENTATIONS AND WARRANTIES:

Borrower represents and warrants to the Bank that the loan documentation will contain those

standard representations and wananties customarily found in credit agreements of this nature, and others appropriate to this transaction, including but not limited to the following:

A11 information that has been fi rnished to the Bank prior to this commitment being issued is trueand accurate and the Borrower has not failed to disclose any inforrnation of a material natureregarding its business or financial condition.

All financial statements, certificates and other information furnished, or to be furnished, to the

Bank are, or shall be, true and accurate; and neithcr the Borrower, Guarantor nor any personliabie for repayment of this loan has failed to disclose any information that could materiallyaffect its properties, business or financial condition.

The Borrower and Guarantor are duly arganized, validly existing and in good standing under thelaws of the Commonwealth of Virginia, and is authorized to transact business in aIl necessaryjurisdictions in which such corporation currently do any material business. Intertape PolymerCorp. is duly organized in the State of Delaware and is vAlidly existing and in good standingunder the laws of the Commonwealth ofVirginia, and is authorized to transact business in allnecessary jurisdictions in which such corporation currently do any material business.

This commitment, when accepted, and all documents and instruments to be executed and

delivered to the Bank in connection with this commitment and the funding thereof, shall be dulyauthorized, valid, enforceable, and binding on the parties thereto, and shall not conflict with orconstitute a breach of any other agreements or corporate documents of the Borrower.

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P18

The conduct ofBorrower's or Guarantor' s businass operations do not and will not violate anyfederal laws, rules or ordinances for environmental protection, regulations of tlie EnvironmentalProtection Agency and any applicable local or state law, rule, regularion or rule of common lawand any judicial interpretation thereof relating prunarily to the environrnent or HazardousMaterials.

There is no litigation or proceeding pending or threatened against the Borrower, Guarantor or anyother party liable to the Bank for the repayment of this lo$n, which may, in any way, adverselyaffect the financial condition, operation or prospects of the Borrower or such person.

MATERIAL ADVERSE CHANGE:

This commitment may be terminated, in the sole discrerion of the Bank, upon the occurrence of amaterial adverse change in the financial condition of the Borrower or any other person liable tothe Bank for the repayment of this loan.

NOTIFICATION OF ENVIRONMENTAL CLAIMS:

The Bonower or Guarantor shall immediately advise the Bank in writing of (i) any and allenforcement, cleanup, remedial, removal, or other governmental or regulatory actions instituted, completed or threatened pursuant to any applica.ble federal, state, or local laws, ordinances orregulation relating to any Hazardous Materials affecting the Borrower' s or Guarantor' s businessoperAtions; and ( ii) a11 claims made or threatened by any third party against the Borrowcr orGuarantor relating to damages, contribution, cost recovery compensation, loss or injury resultingfrom any Hazardous Materials. The Borrower or Guarantor shall immediately notify the Bank ofany remedial action taken with respect to the Borrower' s or Guarantor' s business operations.

SURVIVAL:

The terms and provisions of this convnitment shall survive the closing of the loan madehereunder, the delivery of ail documents necessary to carty out the provision of this commitment, and the funding and making of loans and disbursenients hereunder,

NON-ASSIGNABLE:

This eommitment and the right of Borrower to receive loans hereunder may not be assigned byBorrower.

RELIANCE:

This commitment constitutes an offer by the Bank to the Borrower to make a loan on the termsand conditions set forth herein a id s%ould not be relied upon by any third party for any purpose. AMENDMENT AND WAIVER:

No alteration, modification, amendment or waiver of any teims and conditions of thiscommitment, or of any of the documents required by or delivered to the Bank under thiscommitment, shall be effective or enforceable against the Bank unless set forth in a writingsigned by the Bank.

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COVERNING LAW:

This commitment and the Loan sllall be governed by and construed in accordance with the lawsof the Com nonwealth of Virginia. Jurisdiction for any disputes relative to this agreement or anyrelated instrument agreements or documents shall be resolved in the Circuit Court for the City ofDanville, Virginia.

INTEGRATION:

The terms set forth above represent the entire understanding between the Borrower and the Bankwith respect to the subject matter of this commitment, and this coinmitment supersedes any priorand contemporaneous a neements, commitments, discussions and understandings, oral or written, with respect to the subject matter of this commitment.

If you find the terms and conditions of this commihnent to be acceptable, please execute theenclosed copy af this letter and rett rn it to tl e undersigned. If not accepted, this commitmentshall expire on April 30, 2015.

We appreciate the opportunity to pravide you witll the financial services of American NationalBank and Trust C mpany and look forwarci to a continuing mutually beneficial relationship.

Sincerely,

Ted R. Laws

Senior Vice President

The foregoi ig tenns and conditions are hereby understood, accepted and a need to this dayof , 20l 5.

Borrowers:

ndustrial Development Authority of Pittsylvania County, VA

Eddie L. Hite, Jr. Chainnan

E-

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and

ew uslnes s

Harris, Harvey, Neal & Co. LLP

Ratify Authorization Letter — Chairman' s

Signature

Authorization ofFee — Payment for Service

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Harris, Harvey, Neal Co,, LLPCertified Pubiic Accountants

2309 Riverside Drive • P. O. Box 3424 • Danville, VA 24543434/ 792- 3220 • Faz 434/ 792- 8b04 • www.hhncpa.com

January 20, 2015

Board of Directors

Industrial Development Authority of Pittsylvania County, VirginiaChatham, Virginia

We are pleased to confirm our understanding of the services we are to provide Industrial DevelopmentAuthority of Pittsylvania County, Virginia for the year ended December 31, 2014. We will audit thefinancial statements of the business- type activities, including the related notes to the financial statements, which collectively comprise the basic financial statements of Industrial Development Authority ofPittsylvania County, Virginia as of and for the year ended December 31, 2414. Accounting standardsgenerally accepted in the United States of America provide for certain required supptementaryinformation ( RS1), such as management' s discussion and analysis ( MD& A), to supplement Industrial

Development Authoriry of Pittsylvania County, Virginia' s basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental AccountingStandards Board who considers it to be an essential part of financial reporting for placing the basicfinancial statements in an appropriate operational, economic, or historical context. As part of ourengagement, we will apply certain limited procedures to Industrial Development Authority of PittsylvaniaCounty, Virginia' s RSI in accordance with auditing standards generally accepted in the United States ofAmerica. These limited procedures will consist of inquiries of management regarding the methods ofpreparing the information and comparing the information for consistency with management' s responses toour inquiries, the basic financial statements, and other knowledge we obtained during our audit of thebasic financial statements. We will not express an opinion or provide any assurance on the informationbecause the limited procedures do not provide us with sufficient evidence to express an opinion orprovide any assurance. The following RSI is required by generally accepted accounting principles andwill be subjected to certain limited procedures, but will not be audited:

1) Management' s Discussion and Analysis.

Audit Objective

The objective of our audit is the expression of opinions as to whether your basic financial statements arefairly presented, in a( 1 material respects, in conformity with generally accepted accounting principles. Ouraudit will be conducted in accordance with auditing standards generally accepted in the United States ofAmerica and will include tests of the accounting records and other procedures we consider necessary toenable us to express such opinions. We cannot provide assurance that unmadified opinions will beexpressed. Circumstances may azise in which it is necessary for us to modify our opinions or addemphasis-of-matter or other-matter pazagraphs. If our opinions on the financial statements are other thanunmodifed, we will discuss the reasons with you in advance. If, for any reason, we are unable tocomplete the audit or are unable to form or have not forn ed opinions, we may decline to express opinionsor to issue a report as a result of this engagement.

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Amsrican Institute ofCmified Public Accoumants • vgi ia Society ofCertificd Pubtic lccoun antsOffices in Danvillc. Chatham and South Bo oa Virkinia

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Industrial Development Authority of Pittsytvania County, VirginiaJanuary 20, 2015Page Two

Management Responsibilities

Management is responsib(e for the basic financial statements and all accompanying information as well asall representations contained therein. You agree to assume al) management responsibilities for anynonattest services we provide; aversee the services by designating an individual, preferably from seniormanagement, with suitable skili, knowledge, or experience; evaluate the adequacy and results of theservices; and accept responsibility for them.

Management is responsib(e for establishing and maintaining effective internal controls, includingmonitoring ongoing activities; for the selection and application of accounting principles; and far thepreparation ar d fair presentation of the financial statements in conformity with U.S. generally acceptedaccounting principles.

Management is also responsible for making all financiai records and related information available to usand for the accuracy and completeness of that information. You are also responsible for providing us with

1) access to all information of which you are aware that is relevant to the preparation and fairpresentation of the financial statements, ( 2) additional information that we may request for the purpose ofthe audit, and ( 3) unrestricted access to persons within the government from whom we determine itnecessary to obtain audit evidence.

Your responsibilities include adjusting the financial statements to correct material misstatements andconfirming to us in the written representation letter that the effects of any uncorrected misstatementsaggregated by us during the current engagernent and pertaining to the latest period presented areimmaterial, both individually and in the aggregate, to the financial statements taken as a whole.

You are responsible for the design and implementation of programs and controls to prevent and detectfraud, and for informing us about all known or suspected fraud affecting the government involving ( 1) manageme t, (2) employees who have significant roles in internal control, and ( 3) others where the fraudcould have a material effect on the financial statements. Your responsibilities include informing us ofyour knowledge of any allegations of fraud or suspected fraud affecting the government received incommunications from employees, forrner employees, regulators, ar others. In addition, you are

responsible for identifying and ensuring that the entity complies with applicable laws and regulations.

You aze responsible for the preparation of the supplementary information in conformity with U.S. generally accepted accounting principles. You agree to include our report on the supplementaryinformation in any document that contains and indicates that we have reported on the supplementaryinformation. You also agree to make the audited financial statements readily available to users of thesupplementary information no later than the date the supplementary information is issued with our reportthereon. Your responsibilities inciude acknowledging to us in the representation letter that ( 1) you areresponsible for presentation of the supplementary information in accordance with GAAP; ( 2) that you

believe the supplementary information, including its form and content, is fairly presented in accordancewith GAAP; { 3) that the methods of ineasurement or presentation have not changed from those used inthe priar period ( or, if they have changed, the reasons for such changes); and ( 4) you have disclosed to us

any significant assumptions or interpretations underlying the measurement or presentation of thesupplementary information.

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Indnstrial Development Authority of Pittsylti ania County, VirginiaJanuary 20, 2015Page Three

Audit Procedures eneral

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements; therefore, our audit will involve judgment about the number of transactions to beexamined and the areas to be tested. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of significant accounting estimates made by management, as well asevaluating the overall presentation of the financial statements. We will plan and perform the audit toobtain reasonable rather than absolute assurance about whether the financial statements are free ofmaterial misstatement, whether from ( 1) errors, (2) fraudulent financial reporting, (3) misappropriation ofassets, or (4) violations of laws or governmental regulations that are attributable to the entity or to acts bymanagement or employees acting on behalf of the entity.

Because of the inherent limitations of an audit, combined with the inherent lirnitations of internal control, and because we will not perform a detailed e mination of all transactions, there is a risk that material

misstatements may exist and not be detected by us, even though the audit is properly planned andperformed in accordance with U.S. generally accepted auditing standards. ] n addition, an audit is not

designed to detect immaterial misstatements, or violations of laws ar governmental regulations that do nothave a direct and material effect on the financial statements. However, we will infarm the appropriatelevel of management of any material errors, any fraudulent financial reporting, or misappropriation ofassets that come to our attention. We will also inform the appropriate level of management of anyviolations of laws or governmental regulations that come to our attention, unless cleaziy inconsequentia(.

Our responsibility as auditors is limited to the period covered by our audit and does not extend to anylater periods for which we are not engaged as auditors.

Our procedures will include tests of documentary evidence supporting the transactions recorded in theaccounts, and may include tests of the physical existence of inventories, and direct confirmation ofreceivables and certain other assets and liabilities by correspondence with selected individuals, fundingsources, creditors, and financial institutions. We will request written representations from your attorneysas part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of ouraudit, we will require certain written representations from you about the financial statements and relatedmatters.

Audit Procedures— Internal Control

Our audit will include obtaining an understanding of the entity and its environment, including internalcontrol, sufficient to assess the risks of material misstatement of the financial statements and to design thenature, timing, and extent of further audit procedures. An audit is not desigied to provide assurance oninternal control or to identify deficiencies in internal control. However, during the audit, we willcommunicate to management and those charged with governance internal control related matters that arerequired to be communicated under AICPA professional standards.

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lndustrial Development Authority of Pittsylvania County, VirginiaJanuary 20, 2015Page Four

Audit Procedures— Compliance

As part of obtaining reasonable assurance about whether the financial statements are free of materialmisstatement, we will perform tests of Industrial Development Authority of Pittsy(vania County, Virginia' s compliance with the provisions of applicable laws, regulations, contracts, and a reements. However, the objective of our audit will not be to provide an opinion on overall compliance and we willnot express such an opinion.

Engagement Administration, Fees, and Ot6er

We understand that your employees will prepare all cash or other confirmations we request and willlocate any documents selected by us for testing.

We expect to be in our audit on approximately March 17, 2015 and to issue our reports no later than May1, 2015. Stephen M. Gay is the engagement partner and is responsible for supervising the engagement andsigning the report or authorizing another individual to sign it. Our fee for these services will be at our

standard hourly rates plus out-of-pocket costs ( such as report reproduction, word processing, postage, travel, copies, telephone, etc.) except that we agree that our gross fee, including expenses will not exceed

3, SSQ. Our standard hourly rates vary according to the degree of responsibility involved and theexperience level of the personnel assigned to your audit. The above fee is based on anticipatedcooperation from your personnel and the assumption that unexpected circumstances will not beencountered during the audit. If significant additional time is necessary, we will discuss it with you andarrive at a new fee estimate before we incur the additional costs.

We appreciate the opportunity to be of service to Industrial Development Authority of PittsylvaniaCounty, Virginia and believe this letter accurately summarizes the significant terms of our engagement. Ifyou have any questions, please let us know. If you agree with the terms of our engagement as described inthis letter, ptease sign the enclosed copy and return it to us.

Very truly yours,

HARRIS, HARVEY, NEAL & CO., LLP

C

Stephen M. Gay, CPAPartner

RESPONSE:

This letter correctly set forth the understanding ofIndustrial Development Authority of Pittsylvania County, Virginia

Officer Sig atwe '

Title

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